Running Alone
by mysticalforces
Summary: AU: Emma Pillsbury is starting her senior year of high school. Being in one of the richest families and being in the most popular click definitely suggests that she's got everything, but her life is far from perfect. She finds comfort and kinship in a fellow teacher. Will it lead to more? And what will happen when she goes through her darkest struggle yet? {Wemma}
1. Chapter 1

Chapter 1

Emma Pillsbury groaned for what seemed like the hundredth time.

It was her first day of senior year and she could not find her last class of the day.

She really thought she'd covered this whole building during orientation back when she'd started freshman year.

_Apparently not_, She ruefully decided.

Emma's apprehension grew when she saw the yellow color of the lockers.

"This is _freshman_ wing!" Emma whimpered, putting her head in her hands. "Not good, so not good..."

She looked over at the clock and felt her tension mount.

If she didn't get a move on and figure out where in the hell she was supposed to be pronto, she was gonna be late.

That word was so foreign to her.

Emma Pillsbury was going to be late.

Emma could not be late, that just was not an option. She'd never been late for a thing in her life, and she sure as shit wasn't going to start now.

She looked up at the clock and realized she may not have a choice in the matter.

She was gonna be late for class and get...detention.

She could feel her nerves build up as she thought about what her parents would say...what they would do...to her.

_Life really was a bitch and than you died_ was all Emma could think right at this very moment.

She looked at the clock hanging on the wall.

Two minutes left.

Maybe if she really hauled ass, she could get the hell off this wing.

She took off and started racing down the halls again. She was half way to the yellow lockers when she felt herself slam into a solid form, the impact of the force crashing them both to the ground.

Emma moaned at the pain she felt in her back as fell to the ground. She could've sworn it cracked.

Not wanting this stranger she'd crashed into to see her tears, she hid her face in the floor.

"Oh my God," An older man's voice said full of worry and sorrow. "Kid, are you okay?"

Emma took in a deep breath as she struggled to stop her tears. She couldn't let this guy see her cry, she couldn't. "I'll live," She croaked out.

The guy gently smiled at her. "You've gotta be hurt, I saw how you fell, straight onto your back. I bet it hurts like hell." She felt him gently touch her shoulder. "Here, let me help you up. I'll take you the nurse's office."

At that statement, Emma found the strength to make her tears stop. That could not happen. If she went to the nurse's office, they'd call her parents, and if they called her parents, her parents would come down here and if her parents came down here...

She felt her head spin at those ideas. Oh, no, no, no. That just was not an option.

She lifted her head and any words that were going to come out of her mouth completely died when her eyes met his.

Right in front of her face was the most gorgeous guy she'd ever laid eyes upon before in her life.

Their eyes met and for a brief second she felt like he was looking right into her soul and she was looking right into his.

"Hey," The guy gently touched her face and it made her shiver. "you're not gonna pass out on me, are you?" He shook his head. "You know what, it's okay. I'll just carry you to the office and it'll be okay..."

Just like that, Emma got her senses back. "No!" She quickly shouted. "I don't need to go see the nurse. I am fine, I promise."

He looked hesitant. "Are you sure? You took a pretty bad fall."

Emma smiled at his obvious concern. Back in the fifth grade she'd broken her arm falling out of a tree and her dad couldn't even be bothered to go to the hospital with her. She didn't even know this guy and he seemed to care more than her dad did.

"I'm positive." Emma assured him. "I'm sorry about knocking into you like that. Are you alright?"

He nodded. "Yeah, I'm fine." He looked into her eyes with a look she couldn't quite define. "You know, in the future you may not want to run so fast," His brow furrowed as she detected a hint of scolding in them. "Or at all."

"Right," She quickly responded. "I shouldn't have ran into you at all, and I am so sorry about that. I never run like that usually, I promise."

Her eyes scanned over at the fallen papers out of a briefcase and she felt her heart stop.

A teacher.

She'd just ran into a fucking teacher.

Scratch that, she'd just been crushing on a teacher.

_Just great_, She thought sarcastically. _My first day was going fine and the last hour of the day, I'm gonna get detention for running in the halls and knocking a teacher down in the process. Just fucking great._

The older guy suddenly broke out into a laugh. "Relax kid, I'm just messing with you."

Emma's eyes shot up. "Huh?" She already felt herself being so into him and the phrase 'messing with you' caused her mind to go places it really shouldn't be going with a teacher.

He looked at her amused. "I was joking. You know? It's that thing where someone says something and it's like meant to be one of those things that makes the other person-"

"Right, right!" Emma laughed nervously. "I get it. I get what joking means. I'm not retarded."

He laughed along with her. "I'm sure you're not. You do seem like you might be a little lost though, Miss…"

"Pillsbury." Emma supplied and didn't miss the look of recognition in the man's eyes. Sadly everyone in town knew of her family. "Emma Pillsbury. Sorry, I seem to have forgotten my manners along with my common sense all of a sudden."

He laughed again. "Hey, it's fine. First days can be very rocky. It's nice to meet you, Emma. I am Will Schuester, the kids call me Mr S though."

Emma was surprised. Teachers never introduced themselves to her by their full name. There was something so different about him. Almost like he could be the kind of guy she could talk to, even with him being a teacher and all.

Will seemed to catch on to her surprise and he elaborated. "I like to try and get to know my students, so giving them my full name just seems to help ease things along."

Emma smiled. "What makes you think I'm one of your students?"

"Senior, right?" He said, pointing to her id pass.

Emma lightly chuckled. "You caught me."

Will laughed also. "Well, seeing as with you being a senior and all…you have to take psychology in order to graduate…"

"So, _you're_ my psych teacher." Emma realized, her eyes held noticeable relief.

"You seem happy about that." Will noted. "Aw, were you worried you were gonna wind up with Mr Jones?"

Emma nodded. "Immensely."

Will laughed. "I would up stick for him, but he can be kind of a di-" He broke off as if he realized that he was talking to a student and not some girl he'd just met that was his own age. "Jerk. Big jerk."

This time it was Emma's turn to smile at him in amusement. "I think I'm gonna like you, Mr S"

Will smiled at her warmly. "I think I'm gonna like you too, Emma." He reached down and helped her gather her papers and books.

"Thank you," Emma smiled gratefully. "although, shouldn't I be doing that? I mean, I did run into you. Still sorry about that."

Will looked up at her, his eyes suddenly serious. "Well, just don't do it again. This is a school, not a playground."

Emma nodded, worry in her eyes. "I so will not, I promise. I was trying to find your class and not be late, but that's no excuse. I shouldn't have…"

"Emma, Emma!" Will cut her off with a slight laugh. "I am _messing_ with you!"

"Oh," Emma said and than gave a small smile. "You have to stop doing that to me. You're like giving me two strokes in five minutes."

"I'm _that_ intimidating, huh?" Will smirked.

Emma rolled her eyes, feeling completely at ease with him now. "You're a teacher. You could screw up my college plans, not to mention my record. Coming from two parents who expect nothing but perfection…"

"That's just a parent's right." Will smiled at her. "If they didn't love you, they wouldn't be on your case. Remember that."

"I wish they did," Emma muttered, sadness entering her eyes.

"I'm sorry, I didn't hear you. You okay?" Will asked with concern.

Emma quickly plastered on a fake smile. "Yeah, I'm fine." A bell rings.

Will laughed. "Well, I am totally late."

"Me too," Emma sighed. "I was lost though, what's your excuse?"

Will appeared to look thoughtful before replying. "Injured by a student."

Emma laughed. "You're funny."

He shrugged. "Hey, I try." He picked up his briefcase and stood up. "C'mon, I'll show you to class. Unless, you were planning on skipping?"

Emma smirked. "Oh my parents would just _love_ that! On second thought, maybe I'll do that. It's always nice to freak them out."

"You're mean." Will noted with a hint of amusement.

Emma rolled her eyes. "Oh, you don't know my parents."

Emma stood up and she felt a shooting pain rip through her back. "Son of a bitch!" She slumped back to the ground and quickly covered her mouth. She really needed to quit while she was ahead with this guy.

Will felt himself slightly chuckle at the look of mortification on the girl's face for swearing in front of him.

"Oh god. Please, don't give me a detention Mr S." Emma pleaded, tears nearly coming into her eyes and it made Will's eyes soften. This poor girl was really afraid. "I wasn't expecting to feel such a sharp pain in my back like that, I'd never swear normally and..."

"Emma, Emma!" Will knelt down to her level. "I am not going to give you a detention, okay? You're not even in my class yet and you didn't really do anything wrong. I get why you sweared." He gave her a small smile. "Take my hand, I'll help you walk to the nurse's office."

"No!" Emma instantly responded. "I don't need to go, I'm fine."

Will raised his eyebrow at her stubbornness. "Wow, you are _really_ strong willed. Most girls would be happy to go to the nurse's station and get out of school an hour early."

"Yeah, well I'm not most girls, okay? I have no one to come get me anyway." Emma told him. "My parents are really busy people and I have to keep moving. Life is hard and you can't just quit the moment things get rough."

Will looked at her stunned. This girl couldn't be any older than seventeen, but he could've sworn he was talking to a twenty six year old. "I don't care how busy your parents are, Emma...they're your parents. It's their _job_ to take care of you."

_Yeah right_, Emma thought bitterly. _They have never taken care of me. They may put a roof over my head and give me a five thousand dollar credit limit every month, but they haven't shown me love ever._

"I can take care of me, okay?" Emma responded. "I really need to finish this day. Don't make me go home, please."

Will seemed to consider her for a moment before nodding his head. "I admire your strength, Emma." He gently took her hand in his, helping her stand and watching her grimace. "I'm still taking you to the nurse's station. Make sure your back isn't fractured."

Emma sighed. "Fine, okay. If you must. I don't want my parents bothered though, okay? They are busy people. They wouldn't be happy if you called them."

Will helped Emma walk down the hallway, his arm around her waist.

"They can't be that bad," Will insisted.

"Tell ya what, you meet them and than we'll talk." Emma retorted.


	2. Chapter 2

A/N: So sorry it has taken a month to update this! I already got chapter 3 written out, so won't be a long wait next time! Hope you guys enjoy this chapter!

Chapter 2

It was the morning of Senior Portraits day.

Emma critically looked at herself in the mirror for the tenth time in an half hour.

She was wearing one of her fancier white summer dresses and her hair was left down.

She quickly checked her watch.

Crap.

She had about twenty minutes left before she had to be in first period.

Emma sighed and quickly pulled her hair back into a simple ponytail.

_That would have to do_, she decided.

Emma grabbed her bag and quickly strutted down the stairs.

"Emma, is _that_ what you're wearing to school today?"

Emma sighed as she heard the obvious disdain in her mother's voice and turned around to face her.

"Yes, it is." Emma answered briskly. "Why?"

Rose Pillsbury looked her daughter over critically. "I thought today was the day for senior portraits."

"It is." Emma answered.

"That's what you're wearing?" Rose's voice was filled with disdain.

"I thought we covered this already, mother." Emma replied. "Yes, this is what I'm wearing, yes it's senior portrait day. I have to go or I'm going to be late. Wouldn't you just hate that?"

"Go," Rose nodded, put off for the moment.

"Glad to have your permission," Emma said with a roll of her eyes.

"Emma, why do you _insist_ on rebelling against me every chance you get?" Rose demanded.

"Why do _you_ insist on showing your disappointment in me every chance you get?" Emma shot back.

"I'll stop being disappointed in you when you stop giving me reasons to be disappointed." Rose responded back harshly.

Emma could feel tears begin to sting her eyes and quickly pushed them back. She could show no weakness, that would only fuel her mother's disappointment in her.

"Thanks for the love, mom." Emma responded sarcastically before quickly fleeing out the door, slamming it behind her.

"What was that all about?" Dusty Pillsbury asked as he came from the kitchen, a cup of coffee in the hand.

"Oh, the usual." Rose replied. "I'm the bad guy as usual."

"But of course." Dusty smirked.

"Is it just too much to ask for our daughter show a little ambition? To take the proper steps into being the kind of daughter we raised?" Rose asked with a sigh.

The smirk fell from Dusty's face and it was replaced with disappointment. "I don't know, baby. Sometimes I think you didn't give birth to her at all."

***

Emma practically sped to school and the car squeaked as it came to a stop, nearly hitting someone in her rage.

"Geez, Emma what the hell!" Quinn Fabaray yelled in shock.

Emma sighed, the state she was in she'd go off on Quinn even when she was the one in the wrong.

"Sorry about that," Emma said briskly as she got out of her car.

"Sorry?" Quinn's eyes were still wide from the near death experience. "You _nearly_ killed me!"

Emma rolled her eyes. "Seriously, Quinn stop being so over dramatic." She slung her bag over her shoulders. "If I wanted you dead, you'd be dead."

With that, Emma took off leaving Quinn to gaze after her friend in shock.

***

Emma entered the school building and ran smack into Will.

"Mr S," Emma muttered, feeling all of her senses just fade away at the mere sight of him.

Will steadied the girl who nearly crashed the both of them to the ground again. "Emma," He said with a slight smirk. "I thought we talked about this."

Emma nodded. "We did and you're just messing with me again, right?"

Will smiled before shaking his head. "Actually not this time." The smile fell and it was replaced with slight worry. "I saw what happened in the parking lot."

The color drained from Emma's face. "No one was hurt!" She blurted out in defense.

Will shook his head and gave her a scolding look. "That's not the point, Emma. You were speeding and you nearly hit Quinn. It was reckless and you could've killed her."

Emma turned away from him and put her face in her hands as she struggled to not lose it in front of him. Her morning had already been terrible and she didn't think she could take anymore criticism.

"Emma," Will wasn't trying to be cruel, but he needed her to get what she'd almost done and so far it just looked like she was trying to ignore him. "Listen, yo-"

Emma spun around, her emotions on full force. "What?!" She shrieked, causing Will's eyes to go wide. "What do you _want_ from me, huh?! You wanna tell me how _disappointed_ you are in me?! You wanna tell me what's wrong with my dress and how I just suck at _everything_ I do?!"

"Emma, please lower your voice." Will advised, noticing the other kids starting to stare. "What's going on?" He asked softly. "Why are you getting so upset here? I'm just talking to you. You're not in any trouble."

Emma covered her face with her hands to try and stop the tears. "I don't know what to do anymore," She cried brokenly.

Will looked around and with all the students crawling around, he didn't see this as the best place to have a discussion that he clearly needed to have with her.

Something else was clearly going on with this girl or else she wouldn't have gotten so upset. He had this need to council a student whenever they were in any type of distress and it wasn't just that, he thought to himself. He liked this girl for reasons that went far beyond anything that they should have.

"Okay," Will spoke gently, placing his hand on her shoulder as if to calm her some. "C'mon, Emma. Come with me."

The second bell rang and Emma quickly wiped her tears. "I can't," She choked out. "I'm really sorry for going psycho on you but I have to get to class. I can't be late."

Will knew he should probably let her go, but for reasons that were selfish he couldn't. He needed to know what was wrong with her.

"I'll write you a pass, okay?" Will assured her. "C'mon, come with me for a few minutes."

Emma nodded. "Okay, I'll come with you."

***

"So," Will said leading Emma into his empty classroom and shutting the door behind him. "have a seat."

Emma walked over to one of the desks in the front row and sat down.

Will walked around and sat on his desk in front of her. "Wanna tell me why you got upset back there?"

Emma sighed a little embarrassed. "It's been a bad morning, Mr S." She began softly. "That's not an excuse for me to endanger other people with my driving, nor was it an excuse to completely lose it on you back there." She looked up at him with a tiny smile. "I'm sorry."

"Apology accepted." Will nodded. "I'm sorry for whatever I said that upset you. I wasn't trying to make you feel bad about yourself."

Emma nodded. "I know. You have to know that my outburst back there had _nothing_ to do with you, okay? It's been an awful morning and what you saw and heard was the direct result of a bad fight with my mother."

Will raised his eye brow in concern. "You're having problems at home?"

Emma laughed. "I'm _always_ having problems at home, Mr S." She quickly rushed to explain on when she noticed the frown and deep concern on her teacher's face. "No, no! It's _nothing_ like that, I assure you. They don't beat me, I'm not in any danger."

Will didn't appear to be convinced. "Listen, if something like that ever does happen, I don't want you to be afraid to tell so-"

"It won't and it never has!" Emma said loudly, before calming down. "Listen, sadly there is no great bond between my parents and I but they have never laid a hand on me." Will nodded, seeming to be convinced. "Not that they need to. Why beat me, when their words can do it for them?"

Will looked concerned again. "They verbally abuse you?" That was a whole nother issue all together and in his book verbal abuse was just as bad if not worse than physical abuse.

Emma sighed as she stood up. "Listen, there is nothing going on at home that I cannot handle, okay? Can this just be considered as like a teacher/student confidentiality thing?" She saw Will's hesitancy. "Please," She begged. "I am not in danger and they do not hurt me. If you were to tell someone, _you'd_ be the one that was hurting me."

That seemed to convince Will, although he was still hesitant. "Okay, but I have to tell you if I _ever_ see a mark on you or if I suspect that they _are_ hurting you, I will have no choice but to tell someone. That's not just my job as your teacher, that's my job as your friend."

Emma stood still, seeming to be in shock at that last statement. "We're friends?"

Will smiled warmly. "I'd like to think so."

"Isn't there like some kind of rule on teachers and students being in a relationship? Even a friendship one?" Emma asked curiously.

Will got up and walked over to her. She felt her heart flutter in her throat.

"Don't tell anyone, but there are some rules I don't follow. And since we're friends now you can call me Will, atleast when we're not in class." Will said with a softness and Emma could've sworn there was some kind of huskiness to it as well.

Emma smiled as she felt something wonderful shift in what was becoming such a bad day for her. "Okay, Will. Your secret is safe with me."

Will smiled in return. "As are yours, Emma." He than took a step back from her. "I'll go get that slip."

"But I didn't even tell you the whole story." Emma said somewhat confused.

"I didn't need the whole story." Will responded.

"You didn't?" Emma asked.

Will shook his head. "Don't get me wrong, you ever wanna talk I'm here, and I'd like to hear it sometime, but that's not why I insisted on bringing you back here for a few minutes."

"Than why did you?" Emma asked curiously.

"I didn't want you to go to class until I was sure you were okay, and I..." Will trailed off.

"You what?" Emma asked, her curiosity peaking.

Will seemed to contemplate telling her this. "Can you keep another secret?"

Emma smiled as she nodded. "Of course. I can keep lots of secrets."

Will grinned. "Okay, I..." His face turned slightly serious. "I wanted to make you smile."

Emma looked stunned and Will winked at her and turned around to get the slip.

Emma felt herself almost slump into the seat of the desk.

This was definitely new and terrifying territory.

She was on the fast paced road of falling in love with her teacher, and from the way he was looking at her, she had a feeling that maybe just maybe he was on that road with her too.


	3. Chapter 3

Chapter 3

"Hey, Emma over here!"

Emma turned around, she had her lunch tray in hand as she recognized the familiar voice of her best friend.

She walked over to her best friend, Rachel Berry's table and almost wished she'd pretended she hadn't heard her when she saw the others she was greeted with.

"Hey, Rach!" Emma forced herself to gush as if happy as could be. "What's up, everyone?"

"Actually, we wanted to ask _you_ that, Em." Rachel replied.

Emma took a seat and remained nonchalant. "What do you mean?"

"Well, Quinn mentioned that you almost ran her over?" Rachel gave her friend a pointed look.

Emma inwardly grimaced. She should've realized Quinn would spill that little tid bit. She was the gabbiest one in the whole bunch.

"Yeah," Emma laughed nervously. "Sorry about that, Quinn."

Quinn shrugged. "It's cool. So, what was up with you disappearing with Mr S for a half hour?"

_I knew I should've gone out for lunch_, Emma thought to herself. _But_ _no_ _I_ _decided_ _to eat in the lunch room with the firing_ _squad_.

"He uh..." Emma ran a hand through her hair. "He saw me nearly hit you and reprimanded me about it."

"Wow," Quinn said surprised. "He always seemed to easy going."

Emma shrugged. "Yeah, well all's not as it always seems. He's a jackass and a loser." She inwardly felt bad about badmouthing someone who had recently become a good friend to her, but she couldn't let them think she had anything going with Mr S.

Sure, they were all nice to her, but they could be lethal. She didn't want them getting the wrong impression or spreading false rumors around.

"I'm sure you told him who your parents are, right?" Rachel spoke up. She saw something she couldn't quite place in her friend's eyes. This was all a front. Why, she could not figure out.

"I don't want any special treatment because my parents happen to own half this town," Emma replied tensely.

"I don't get you, Emma." Another girl from the table who was sitting next to Quinn spoke. "If I had your kind of power, I'd be using that right up. Why don't you?"

"I don't believe in abusing something just cause you have it," Emma replied tersely. "I'll see you all later."

"Em," Rachel called confused. "You just sat down. We have like forty minutes left."

"I think it's the lunch room or something guys," Emma replied, the lie rolling right off her tongue. "I'm starting to feel stuffy."

"Do you want us to come with?" Rachel asked concerned.

"Rach, she doesn't need you to hold her hand every five minutes," Quinn teased.

Emma forced a fake smile. "It's cool, Rach. I just need some air. See you all later,"

With that, Emma took off out of the lunch room.

"You'd think she hates being around us or something," Santana spoke up.

Rachel looked at the girl sitting next to Quinn before nodding her head. "Yeah, that's _exactly_ what you'd think..."

***

Emma briskly walked from wing to wing until she was onto the junior wing.

"I don't know what's happening to me," Emma whispered to herself. "I _hate_ my friends..." She ran a hand through her hair as she shook her head. "No," She corrected herself firmly. "I hate who I become when I'm _around_ my friends and that's just the simple truth."

Emma sighed as she slid down the lockers to the ground.

It was like whenever she was around them, she felt like she had to tell them what they'd want to hear.

It was no new thing, she'd been doing it ever since middle school. So, what had changed? Why was this bothering her now?

Than, it suddenly hit Emma like a ton of bricks.

It was Mr S...Will...her teacher...it was him.

He was rapidly becoming one of her best friends and she cared about him. For the first time since becoming best friends with Rachel, she cared about someone more than she cared about herself or her stupid social rep.

That's why lying about him in such a negative manner had bothered her so much that she'd high-tailed it away from all of her friends.

It had hurt her to lie about him and that was the honest truth.

"Rachel, where do you think she went?"

Emma inwardly grimaced as she recognized Quinn's voice.

"God, can't I have like five minutes to myself?!" Emma groaned. She quickly stood up and scampered off in the opposite direction.

Ten minutes later, Emma was still dodging her friends and it looked to her like she'd wound up right where she'd started off at.

With a sigh, she leaned against the lockers.

"You can come in here if you want."

Emma's head snapped up at the familiar voice, she looked over and saw Will Schuester sitting at his desk with a bunch of papers.

Emma slightly smiled as she walked over to his door. "And why on _earth_ would I want to spend my remaining lunch time with you?"

"Hey, it's your choice." Will shrugged. "Don't feel obligated or anything, but if you continue to run through the halls, another teacher might ask you to give up _all_ of your lunch time and not be as nice as I'm being." He looked up at her with a slight smirk. "But, hey it's your choice."

Emma walked into his classroom and sat at the desk right in front of his.

"Wise move," Will acknowledged with a smile.

"Was I really running?" Emma asked.

Will smiled. "Actually more like sprinting, but that doesn't change the fact that you still aren't supposed to be playing musical chairs in the hallways while other classes are in progress."

Emma nodded. "I know, I know. Not the brightest move on my part."

"So, why were you?" Will asked.

"I really wasn't playing a game or trying to interrupt a class, I was just trying to get a little peace." Emma admitted.

Will furrowed his eyebrow in concern. "What's going on?"

Emma sighed. "It's my friends...they can be a little too much at times. I needed some space from them."

"You're avoiding your friends?" Will asked her confused.

Emma nodded. "I love them, Mr S, do not misunderstand me, but..."

"But?" Will encouraged.

"But sometimes I wanna push them off a cliff!" Emma blurted and than let out a breath. She felt some kind of relief at saying that, finally she had one person in her life she could be honest with.

Will looked at her stunned before letting out a slight laugh. "Um, I gotta be honest Emma, you caught me off guard with that one..."

"Sorry," Emma laughed. "That was a little over dramatic, but you have no idea what it's like not to be able to be real with anyone. It's exhausting and it even makes you feel like sometimes you're going just a little crazy."

"You can be real with me, Emma." Will told her seriously.

Emma smiled softly. "Thanks and that means a lot to me. I'm so tired of pretending with them and I kind of felt like I just couldn't do it anymore today, so I dodged them."

"Do you wanna talk about why?" Will asked, his eyes studying her gently.

"I, um..." Emma sighed as she decided to just be honest and upfront with him. "I kind of owe you an apology."

"For what?" Will asked her confused.

"At lunch, I was sitting with my friends and I said some bad things about you." Emma admitted and rushed on as if to stop him from thinking the worst of her. "I didn't mean them though!" She ran a hand through her hair. "I didn't mean any of them. I just...God this is gonna sound so lame and superficial, but I only badmouthed you to my friends because I didn't want them to think there was something between us and start spreading false stuff around."

"What's superficial about that?" Will asked her. "It sounds like your heart was in the right place."

Emma sighed. "It was but it wasn't."

"Okay?" Will was confused once again.

"Okay," Emma placed her hands in front of her as she leaned forward. "this is the part where you're totally gonna think less of me..."

"I doubt it," Will interrupted with a soft smile.

He was completely convinced that this girl was alot harder on herself than anyone else could ever be and he worried about what that kind of thing was doing to her self esteem.

Emma paused and than looked up into his eyes. "Why?"

"Why do I doubt that I'll think less of you?" Will asked.

"Why…_all_ of it?" Emma asked him. "From the first day that I carelessly knocked you over making the both of us late...you've never been anything but nice to me. Why? Why are you _always_ so nice to me?"

Will slightly frowned. What had happened to this beautiful girl to make her think so less of herself? The more he thought about it he realized it had to be a who. It was a question of, who had happened to her. "Why do _you_ think I shouldn't I be?"

"Because..." Emma sighed. "I'm a fake and a fraud. I'm not this great person that you think I am. You shouldn't want to be friends with me Mr..." She paused as she remembered that he told her she could call him Will as long as class wasn't in progress. That made her feel worse. He truly thought of her as a friend. "Will," She stressed. "You shouldn't want to be friends with me, you should want to get as far away from me as you can."

Will looked at her sadly and his heart went out to her. "Why?"

"Because I'll just wind up disappointing you." Emma admitted. "I disappoint everyone. All I _am_ is a disappointment..."


	4. Chapter 4

A/N: I wanna thank all my reviewers and followers! You guys are amazing! Sorry I haven't updated in a month or so. Hope you like this next chapter :)

Chapter 4

"A disappointment?" Will stood up and walked around his desk and took a seat in the one right beside Emma's. "Oh, Emma. I'm sure that's not true." She was beautiful, warm and kind. He couldn't see how she could ever be a disappointment and it saddened him beyond words that she thought so little of herself.

"Oh, but it is." Emma chuckled bitterly. "Heard it my whole damn life."

"Emma," Will was at a loss of what to say to her, of how to help her. She seemed so cynical and underneath her tough façade, he could see an innocent broken hearted girl trying to deal with a lifetime of pain and abandonment.

"Well," Emma plastered on a fake smile. "Thank you for letting me hide out in here. This was a great talk, Mr S."

Will frowned. She was shutting him out and that worried him. She needed to let somebody in or the pain was gonna consume her. God help him, he desperately wanted to be that somebody. "It's Will, remember? We're not in class right now."

"No," The fake smile on Emma's face was replaced by sadness. A sadness that broke Will Schuster's heart. "we're not. But uh…" She folded her hands in front of her which Will could tell was a defensive stance, almost as if she was hesitant to tell him something. "Look, I don't think this friends thing is such a great idea."

"Why not?" Will almost demanded.

Emma ran a hand through her hair as she looked anywhere but into his eyes. "You're my teacher. It's just not a…"

"Don't." Will cut her off sharply. "If you don't want to tell me why, that's fine. I won't force you, but do not lie to me, Emma."

"Alright." Emma replied with a hard edge laced in her tone. "You want the truth? Here it is. You've been really nice to me from day one. You've listened to me and I appreciate it. I truly do. I just…I _honestly_ don't have any room in my life for a new friend."

"Oh." Will said softly.

"I'm sorry." Emma stood up, grabbed her bag and turned around to leave.

"Emma, wait a second." Will stood up.

Emma sighed. He really wasn't making this easy for her. "Will, please."

"I never asked you to be _my_ friend, you know." Will spoke softly behind her. "I never asked you to take on _my_ problems, carry _my_ burdens. I _never_ asked you to do any of that and I wasn't about to start now."

Emma slowly turned around, confusion written all over her face. "I'm sorry, I don't understand. You don't want to be friends?" Despite what she'd just said to him, him not wanting to be her friend hurt her way more than it should have.

Will took a step closer to Emma. "I want to be _your_ friend, Emma. I want to take on _your_ problems and I want to carry _your_ burdens."

Emma's eyes were filled with unshed tears. "You…you…you want…" A tear rolled down her face and she quickly wiped it away. "You're _asking_ to be my real friend, but you're not asking me to be yours?" Will nodded. There was disbelief written in Emma's eyes. "Seriously?!"

"Yeah." Will breathed deeply. "Seriously. I wouldn't lie to you, Emma. I would never lie to you."

"Why?" Emma demanded. "Why would you? You must want something." Her tone took on a desperate one as she couldn't believe that someone could be so selfless for her. No one ever had before. "Everybody wants _something_."

"Not me." Will said softly.

"Come on." Emma laughed bitterly. "You're a guy, aren't you?"

Will's eyes met Emma's and read the insinuation in them. It shocked, saddened and disgusted him above all else. "I'm your _teacher_, Emma. What you are suggesting is completely unethical not to mention wrong and depraved on so many levels." He spat at her harshly.

"Wouldn't be the first time." Emma muttered.

Will's eyes went wide and wave of intense anger washed over him. "Excuse me?!" He suddenly had the strongest urge to go find whoever had made her feel like she couldn't talk to someone without strings being attached and beat the shit out of them.

"Nothing." Emma quickly shook her head.

She'd opened herself up enough and was already regretting it. In her experience, you let someone in and it gave them license to shatter you. In her family, opening up, caring, shedding tears…they were all weaknesses. Emma Pillsbury hated being weak.

Will glared at her and Emma sighed. "Okay, not nothing. I don't feel like sharing though. That cool?" With a softer tone she added, "Maybe I'll tell you someday."

Will nodded. "Fair enough."

"So, if you don't want anything from me than why are you offering to be my only real friend?" Emma asked.

It saddened Will that he would be her only real friend. She was too special, too beautiful not to be surrounded by a bunch of real friends. "You want the honest truth?"

"If you can bare it." Emma said, her tone hard and tough.

Will smirked. She was definitely a far cry from being Pollyanna, but he honestly believed that she was worth it. She was worth the time and the trouble. She was special and he was determined to make her see that, to make her believe that. "The honest truth is that I care about you. I honestly like you and…and you need me."

Emma scoffed indignantly. "Please. I do not _need_ anybody. I'm not some damsel in distress. "It's a tough world, remember? And this life is no fairytale, the only one who is gonna take care of me is myself. "

"That's it!" Will shouted excitedly as if he'd just won something.

Emma frowned and looked at him as if he'd grown two heads. "What's it?"

"That's _why_ you need me, Emma Pillsbury." Will grinned. "You are a cynical, self deprecating girl with absolutely no belief in happy endings."

Emma glared at Will. "You insult _all_ your friends this way or am I just special?"

"You are." Will said seriously, the smirk gone from his face. He needed her to take this if nothing else he ever says to her seriously. "Special, that is. You are a _very_ special girl."

Emma scoffed, that wasn't the first time somebody called her special but it was the first time she refused to believe the words. She was never going to be played a fool again by anyone .

"Please." She turned to walk away and Will lightly grabbed her arm.

"That's why you need me, Emma." Will said gently, he brushed a few strands of her hair back. "You gotta let somebody in."

Emma swallowed roughly and turned around to meet his gentle and caring gaze. The caring, the gentleness, and the intensity in his eyes were all too much for her to take.

Emma yanks her arm out of his grasp and turns around flees from the room.

She never once turned around.

Will sighed deeply. And leaned back against his desk.

"I won't give up on you, Emma Pillsbury." Will softly spoke aloud. "You have to let somebody in, you just have to. I'll be here when you're ready."

~*~*~*~*~*~

Emma ran straight into the women's restroom.

She stopped in front of the mirror.

She was breathing heavily.

Tears were streaming down her face.

She was gasping…choking on the sobs that were rising in her throat.

He'd gotten to her.

Will Schuster had really gotten to her and his words had terrified her.

_"You_ _gotta let somebody in."_

"Why?" She asked aloud despairingly. "Why in the hell should I let _him_ or anyone else into my life, into my heart? Why? So they can shatter me even more than I already am?!"

Emma shook her head and roughly wiped away her tears.

"No way in hell am I letting that happen." Emma firmly spoke aloud.

"Letting what happen?"

Emma spun around, startled. "Rachel."

"Sweetie, what's wrong?" Rachel asked in a voice full of care and concern. "Me and the girls have been looking _everywhere_ for you." She looked over her friend's fragile appearance. "You look like a mess."

"It's nothing." Emma replied. "I'm just having a really bad day is all."

"Well, what's going on?" Rachel pressed. "You know I'm here for you."

Emma sighed as against her better judgment she began to spill what was troubling her to her friend. "It all started this morning. My mom was a total bitch and she totally criticized my appearance like she _always_ seems to do. I wound up leaving completely pissed and upset."

"Well, I'm sorry Sweetie but how long has your mom been a bitch for? Like forever, right? Isn't it time you got over letting her upset you?" Rachel pointed out.

Emma blinked back the tears that were caused by her own best friend not getting her. "Yeah, right." She answered weakly. "That wouldn't have bothered me, but then there's Mr S."

"You're _still_ upset cause he yelled at you this morning?" There was criticism written in Rachel's eyes and Emma regretted ever opening up to her. "Em not to be a bitch because you know I love you, but when are you gonna stop being such a drama queen? I really believe that if you could just let the little stuff go, you could actually be happy."

"Yeah," Emma wiped away a stray tear and plastered on her world famous fake smile. "you're absolutely right, Rach. I need to stop being so ridiculous and I will."

Emma quickly hugged Rachel and pulled back, rushing toward the door before she completely broke down.

"Em?" Rachel called out. "You're okay now, right?"

Emma turned around, the fake smile plastered across her features. "Never been better."

Emma leaves and Rachel watches her go, still slightly worried but shrugs it off. She really didn't have time for any mini dramas.


	5. Chapter 5

A/N: Sorry about the long wait guys!

Chapter 5

Emma took off down the hall.

She needed to see the one person who understood her, the one person she was scared to death of letting in and the one person she feared had already fought his way in.

Emma stopped right in front of his classroom.

She hesitated a mid second before knocking lightly on his door.

"Come in." She heard him call out.

Emma opened his door, walked in, and gently shut it behind her.

"Emma," He said surprised. The smile instantly fell from his face and was replaced by worry when he saw her tear filled face. "What's wrong?"

"I um…" Emma swallowed roughly. "I have a free period."

Will's frown deepened. That wasn't an answer. "So do I."

Suddenly Emma launched herself into his arms and gripped him tightly, burying her face into his chest.

Will's arms instantly wrapped around her shaking form, but his expression was confused and still very concerned. "Emma? What is it, Kiddo?"

"Don't." Emma choked out as she cried stormily into his chest. "Please, don't tell me that this is wrong or inappropriate or that I'm being a total drama queen or whatever."

"Okay, okay." Will said soothingly as he held on to her a little bit tighter. If she needed to be held than that is exactly what he would do. "It's alright, Sweetheart."

"You said that I needed to let somebody in and as much I hate it, I think you're it. So, can you…can you please just hold on to me and not let go?" Emma hiccupped against him as she held on for dear life. "Can you please just not let go?" She whispered.

"Of course." Will said gently without hesitation. In the state that she was in, he would've promised her anything. He would've promised her anything in the entire world to make her pain stop. "I won't let go of you Sweetheart, I promise."

He wasn't sure what had hurt her so bad to send her running to him for comfort, but he was thankful that she had to come to him. He was thankful she was opening up to him. He wanted to help her so badly. It was scaring him how much he cared for her. He was determined not to cross that line, he'd never cross that line. He was going to be her friend and if after graduation he still felt this strongly for her, than he'd tell her. He wasn't going to take advantage of her, he'd never hurt her like that.

"I'm here, Emma." Will gently whispered, his hand reaching up to gently hold her head. "Everything's going to be alright. I'm here and I won't let go of you."

Emma whimpered against him as her tiny fist clutched his shirt even tighter in her grip. "Thank you." She weakly whispered.

Will gently stroked her hair. "I won't abandon you. Ever." He fiercely promised her.

Emma pulled back and looked at him aghast. What in the hell was he doing promising her that? "Don't! You can't…you _can't_ promise me that! What are you doing promising me something that you know you're gonna end up breaking?"

Will gently brushed a strand of hair out of her eyes. "I can keep this promise."

Emma shook her head furiously. She was furious. She was furious at him for making her need him to the point where she'd run to him when she was this upset and she was furious at him for making fake shit promises that he was no doubt going to be taking back the minute she was no longer here.

"You don't know that! What about when I'm gone?! What about when I'm no longer your student, Will?!" She shoved against his chest angrily. "What about when I'm no longer in this school or when it's the weekend even?! You can't-"

"I can!" Will interrupted her, framing her face in his hands. He needed her to believe him. "I don't make promises I can't keep, Sweetheart. I can keep this promise. I am here, Emma. Even if we're not…even if _I'm_ not here in this class room, I'm still here ya know?"

Emma looked at him stunned and amazed. Tears streamed down her cheeks.

"I'm here." Will firmly repeated, still gently holding her face and wipes away her fallen tears. "I will _never_ abandon you, Emma. I am here."

Emma tearily smiled at him as she reached out and touched his face in awe. No one had ever looked at her this way before and made her promises with such raw honesty.

"You're here." A half laugh, half sob escaped her. All of this was still so unbelievable to her. If anyone were to ever ask Emma Pillsbury years later, she would tell them that this right here, right now was the specific moment she fell for Will Schuester and fell hard. "No one's ever…"

Suddenly Emma crashes her lips to Will's, kissing him intensely and desperately.

Will stiffens at first in both surprise and knowing that this was wrong no matter how right that it felt. His brain told him to push her away right now and stop this but the moment her tongue slides into his mouth, he instantly responds.

The attraction and the care he felt for her completely overrides his head. He grips her hips, pulling her closer to him. His hand reaches up and tangles in her hair.

He pulls her with him as he falls back into one of the chairs, his lips never leaving hers.

Emma grinds herself against Will's growing hardness.

Will groaned, as he gripped her body to his even tighter.

God, he wanted her. He wanted her now. He wanted to come inside her and feel her warm heat all around him.

His hand reached up inside her shirt, cupping her soft breasts in his hand.

"Will," Emma moaned.

"God, Baby…" Will looks up into her passion filled eyes and an intense wave of guilt comes over him.

What in the hell was he doing?!

His eyes scanned the atmosphere around them.

This was his classroom.

The same classroom that he taught in every single day and here he was about to fuck…no. He shook his head. He couldn't associate that crude word with the intense feelings that he felt for Emma. He was falling for her. He almost made love to her…

A student.

He wanted and he almost made love to a seventeen year old student right here in his class room and the worst part was, he wouldn't have been able to regret it.

He didn't regret it.

Will looked back into Emma's desperate and unsure eyes as he realized that she must or would soon be having a wake up call herself about what almost transpired between them.

_Christ, what am I doing?_ Will thought to himself ashamed.

Emma had come on to him clear as day the way she had kissed him, but he should have known better.

Emma was young and vulnerable. She was a seventeen year old child for Christ's sake. She'd come in here…she'd come to him distraught and in need of comfort. She needed a friend. She needed someone to hold on to her. She had not needed some perverted older guy taking complete advantage of her the way he'd just done.

For the millionth time he asked himself, _What is wrong with me?! Just moments earlier I'd swore that I'd never do this and than I go and almost do it?!_

He felt Emma's lips pressed against his neck and her hand was working the buttons on his shirt.

Will had completely come back to his senses and was painfully aware of how wrong this was despite how good and how right that it felt. He gently pushed against her. "Emma." His voice was gentle yet urgent at the same time.

Emma was so caught up in how much she wanted this man that his voice and his hands pushing against her weren't registering. She placed her lips against his and she felt Will seize her by the shoulders, completely pulling away from her lips. He forcefully held her a few inches away from him, so that there was actual space and actual distance between them.

"Emma, we have to stop. I'm so sorry, but we can't do this, okay?" Will was gentle and his eyes grew pained at the devastation he saw in her eyes.

"Oh God." Emma's eyes were filled with horror as she immediately got up off of his lap and straightened her skirt.

What was wrong with her?! This guy was her teacher for crying out loud. He was just trying to be her friend, he'd probably felt sorry for her and she goes and takes that as an invitation to throw herself at him like some kind of whore? What must he think of her?

Emma's entire head was filled with self deprecating thoughts. Will's reaction was like a slap in the face, but it was also the reality check that she'd needed. She needed to stop wanting him, stop letting him in. Now was the time to shut him out and shut him completely. He was never…there was no future for them.

"Wi-" Emma breaks off, realizing she needed to set things back to their proper order. "Mr S…"

Will shook his head, pained at the barriers that she was putting back up between them. She was letting him in and than he ruined it. Why did he let her kiss him? Why did he kiss her back? Why didn't he push her away? What in the hell had he been thinking? "Emma, please. You don't have to…"

"Yes, I do!" Emma interrupted him strongly. "My God." She shook her head, utterly disgusted and ashamed of herself…of her actions. "What you must _think_ of me…"

"Emma, no." Will said sharply. He refused to let her take any of the blame and put herself down. He was the adult here. He should've pushed her away. "This isn't your fault. I don't think less of you. I could never."

Emma looked at him in disbelief. "How could you not?!" She cried out. "I kissed you! I…I almost had sex with you! You! My teacher!" She held her head in her hands. "If you hadn't pushed me away…"

"I did though." Will pointed out. " I did push you away and this…" He motioned between them. "what almost happened here isn't all on you. I kissed you back. I pulled you on top of me…"

"I don't need a replay!" Emma shouted. "I was there!"

Will sighed. "So was I. My point is I was here with you. I almost…I almost crossed a serious line and I am so sorry. It would've been the biggest mistake of my life to have-"

Emma cut him off, unable to hear him tell her what a mistake she almost was to him. "You know what? We don't have to rehash this or make a big deal." She grabbed her things and headed for the door. "I won't tell anyone. You don't have to worry. I won't let what almost happened between us ruin your life or your career."

The last thing Will wanted was for Emma to leave here thinking that she was some kind of mistake to him. He'd wanted her, he'd wanted her badly. Making love to her wouldn't have been the mistake. The mistake would've been taking advantage of her vulnerability and hurting her. He knew he should let her go, but his heart couldn't bare the thought of her believing that he thought she was a mistake.

Will battled between his heart and his head for a few moments. He saw her hand touch the door knob and he quickly rushed over to her. He couldn't let her leave this way. His heart had won out.

Will's hand gently covered Emma's.

"Emma, please wait." Will said gently. "That didn't come out right. You would not have been the mistake, being with you would not have been the mistake. The mistake would have been hurting you."

Emma shook her head. "I almost ruined your career."

"I don't…I care about you, Emma." Will said softly and truthfully. "I _care_ about you."

Emma's eyes were pained as she shook her head. "Will, I'm not worth it."

Emma pulled her hand out of his caring grasp and ran from the room, her mouth covered with her hand as tears streamed down her face.


End file.
